On November 5, 2008, the Company and a lender agreed to amend ("Amendment") a promissory note originally issued May 27, 2008 (previously amended and restated on October 15, 2008, September 15, 2008 and July 15, 2008) evidencing $200,000 borrowed from the lender. Under this Amendment (i) interest on the outstanding principal balance from May 27, 2008 through July 14, 2008 shall be paid at the rate of 10% per annum, and (ii) interest on the outstanding principal balance from July 15, 2008 until the date of maturity shall be paid at the rate of 12% per annum, and (iii) the maturity date of this Amendment is December 15, 2008. This Amendment provides that (a) failure to pay the note on the maturity date constitutes an event of default, and (b) after the maturity date, the holder may demand payment of the note on ten days' notice. This Amendment also grants the lender a collateralized security interest, pari passu with other lenders, in the Company's account(s) receivable. The proceeds will be used for general working capital purposes. The Amended Form of Promissory Note and Security Agreement issued in this transaction, is incorporated by reference as an exhibit to this report.

(d) Exhibits

99.1     Form of Amended Promissory Note and Security Agreement (incorporated by
         reference to   Exhibit 10.1   to the Registrant's Form 8-K filed with
         the Securities Exchange Commission on October 6, 2008)